Shareholders' meeting results
Warimpex Finanz- und Beteiligungs AG: Authorization of the Executive Board to purchase and sell treasury shares
Wien (pta032/01.06.2023/14:40 UTC+2)
Publication in accordance with Sections 2 and 3 of the 2018 Publication Ordinance
• Authorization of the Executive Board to purchase and sell treasury shares
• Authorization of the Management Board to sell treasury shares in a manner other than via the stock exchange or a public offering
In accordance with the provisions of the 2018 Publication Ordinance, Warimpex Finanz- und Beteiligungs AG is publishing the following resolutions passed at today's Annual General Meeting of June 1, 2023:
The management board is authorized by the Annual General Meeting for a period of 30 months from the date of the resolution pursuant to section 65 para 1 no 4 and no 8 as well as para 1a and para 1b of the Austrian Stock Corporation Act to acquire shares in the Company up to the statutory limit of 10 % of the share capital, taking into account shares in the Company previously acquired. The consideration per share to be paid on the repurchase must not be lower than a maximum of 30% below and not higher than a maximum of 10% above the average of the unweighted closing price of the ten stock exchange trading days preceding the repurchase. Any acquisition may be carried out via the stock exchange or a public offer or other beneficial means permitted by law, including over the counter or by means of a negotiated purchase from individual shareholders intending to sell their shares, also in the form of futures, and also with exclusion of the shareholders' quota-based right to tender (Andienungsrecht), which may arise in the context of such acquisition (reverse exclusion of subscription rights). Furthermore, the management board is authorized to determine the terms and conditions of any acquisition, whereby it shall publish its relevant resolution and the repurchase programme based thereon, including its duration, in accordance with the applicable legal requirements. This authorization may be performed in full or in part or in several tranches and for one or several purposes by the Company or a subsidiary pursuant to section 189a of the Austrian Commercial Code (Unternehmensgesetzbuch) or by third parties for the account of the Company. Trading in own shares as the purpose of the acquisition is excluded.
The management board is authorized for a period of five years from the date of the resolution with the approval of the supervisory board to sell of or use treasury shares (own shares) of the Company by other means than via the stock exchange or a public offer. The authorization may be used fully or in part, also in several tranches and for one or more purposes. The proportional right of purchase of shareholders in case of sale or use by means other than via the stock exchange or by way of a public offer is excluded (exclusion of subscription right). The treasury shares (own shares), in particular,
i) may be used for payment to employees of the Company or a subsidiary, whether for consideration or free of charge;
ii) may be used with regard to convertible bonds (Wandelschuldverschreibungen) and/or warrant bonds (Optionsschuldverschreibungen);
iii) may be used as consideration for real estate, companies, businesses or shares in one or more companies domestically or abroad transferred to the Company or its subsidiaries;
iv) may be sold (1) at any time via the stock exchange or a public offer as well as (2) for a period of five years from the date of the resolution in any other legally permissible manner, including over-the-counter, pursuant to section 65 para 1b of the Austrian Stock Corporation Act.
The management board is authorized, without further approval by the Annual General Meeting, to cancel treasury shares (own shares) with the approval of the supervisory board. The supervisory board is authorized to resolve on amendments to the Articles of Association resulting from a cancellation of own shares.
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Emitter: |
Warimpex Finanz- und Beteiligungs AG Floridsdorfer Hauptstrasse 1 1210 Wien Austria |
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Contact Person: | Daniel Folian | |
Phone: | +43 1 310 55 00 | |
E-Mail: | investor.relations@warimpex.com | |
Website: | www.warimpex.com | |
ISIN(s): | AT0000827209 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade) |